AVY Avery Dennison Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

April 29, 2015

Date of Report (Date of earliest event reported)

AVERY DENNISON CORPORATION

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code (626) 304-2000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 — Corporate Governance and Management

(c)                                  On April 29, 2015, the Company announced that its Board of Directors has elected Georges Gravanis as the Company’s President, Materials Group, effective May 1, 2015.  Mr. Gravanis, age 57, has served as Vice President and General Manager of the Asia Pacific division of the Materials Group since August 2010.  Prior to that, he held several leadership roles with the Company, including Vice President of Sales, Roll Materials Europe, from May 2006 to July 2010; Vice President/General Manager, Roll Materials Europe Southern Region, from March 2004 to April 2006; and General Manager, Roll Materials France, from May 2003 to March 2004.  A copy of the press release announcing the election of Mr. Gravanis is attached as Exhibit 99.1 hereto and incorporated herein by reference.

The Compensation and Executive Personnel Committee (the “Committee”) of the Board approved the following compensation package for Mr. Gravanis: (i) an annual base salary of €470,000; (ii) a target Annual Incentive Plan opportunity of 60% of base salary; and (iii) a target long-term incentive opportunity of 180% of base salary.  In addition, the Committee approved a special promotion grant on June 1, 2015 of restricted stock units with a grant date fair value of $750,000, which will vest in equal installments on the first, second, third and fourth anniversaries of the grant date.  Mr. Gravanis will also receive reimbursement up to $15,000 per year for financial counseling services, and, at the applicable time, taxable relocation assistance benefits in accordance with the Company’s executive relocation policy.  If he localizes to the United States, he will also be eligible to participate in the Company’s executive severance and key employee change of control severance plans, savings and deferred compensation plans, in each case as described in the Company’s 2015 Proxy Statement filed with the Securities and Exchange Commission on March 12, 2015.

Until his localization to the United States or Europe, which is currently expected to take place in mid-2016, Mr. Gravanis will continue working as an expatriate in Hong Kong.  Mr. Gravanis’ annual benefits related to his international relocation include the following:  (i) a goods and services differential of €63,393, subject to adjustment on a quarterly basis and in addition to applicable taxes thereon; (ii) a housing allowance of €197,220; (iii) a spousal allowance of €5,844; (v) a home leave allowance of €11,968; (vi) an automobile allowance of €17,000; (vii) educational tuition assistance of €19,614, subject to adjustment on an annual basis; and (viii) reimbursement for utilities and tax preparation fees.  These expatriate benefits will cease upon his localization.

Section 9 — Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

99.1                        Press Release, dated April 29, 2015, announcing election of Georges Gravanis as President, Materials Group, of Avery Dennison Corporation.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

For Immediate Release

AVERY DENNISON NAMES GEORGES GRAVANIS PRESIDENT, MATERIALS GROUP

GLENDALE, Calif., April 29, 2015 - Avery Dennison Corporation (NYSE:AVY) today announced that its Board of Directors has elected Georges Gravanis as the Company’s president, Materials Group, effective May 1, 2015. The duties were previously handled on an interim basis by Mitch Butier, president and chief operating officer.

“Georges is a seasoned international business leader with a tremendous track record for delivering results in both mature and emerging markets,” said Butier. “Under his leadership, the Materials Group Asia Pacific team has achieved strong growth by executing our strategies to deliver superior service, quality and innovation.”

Based in Hong Kong and reporting to Mr. Butier, Mr. Gravanis will be responsible for the global pressure-sensitive materials businesses now comprised of Label and Packaging Materials, Graphics Solutions and Reflective Solutions. The group serves more than 10,000 converters, brand owners and retailers worldwide, and operates in more than 30 countries.

Mr. Gravanis has served as vice president and general manager of the Asia Pacific division of the Materials Group since August 2010. He will continue in this role during the transition to new leadership.

“Georges strives for excellence in every aspect of business, and inspires his people to do the same,” said Butier. “He will be an excellent addition to our executive leadership team, and I look forward to his ongoing contributions in this global role.”

Previously, Mr. Gravanis held several leadership roles with Avery Dennison, including vice president of sales, Roll Materials Europe, from May 2006 to July 2010; vice president/general manager, Roll Materials Europe Southern Region, from March 2004 to April 2006; and general manager, Roll Materials France, from May 2003 to March 2004.

Mr. Gravanis received his doctorate degree in polymer chemistry from Scientific University in Grenoble, France.

About Avery Dennison

Avery Dennison (NYSE:AVY) is a global leader in labeling and packaging materials and solutions. The company’s applications and technologies are an integral part of products used in every major market and industry. With operations in more than 50 countries and more than 25,000 employees worldwide, Avery Dennison serves customers with insights and innovations that help make brands more inspiring and the world more intelligent. Headquartered in Glendale, California, the company reported sales from continuing operations of $6.3 billion in 2014.  Learn more at www.averydennison.com.

Contacts

Media Relations:

Heather Rim (626) 304-2067

heather.rim@averydennison.com

Investor Relations:

Cynthia Guenther (626) 304-2029

investorcom@averydennison.com